SHARE-BASED COMPENSATION AND BENEFIT PLANS | 8. SHARE-BASED COMPENSATION AND BENEFIT PLANS Share-Based Compensation Plans We maintain the 2014 Incentive Compensation Plan (the “2014 Plan”) that provides for the award of a broad variety of share-based compensation alternatives such as non-vested non-qualified non-qualified non-vested Under the 2014 Plan, the number of shares of Common and Class B common stock available for issuance is (i) 2,000,000, plus (ii) 45,421 shares of Common stock or Class B common stock that remained available for grant in connection with awards under the Watsco, Inc. Amended and Restated 2001 Incentive Compensation Plan (the “2001 Plan”) as of the date our shareholders approved the 2014 Plan plus (iii) shares underlying currently outstanding awards issued under the 2001 Plan, which shares become reissuable under the 2014 Plan to the extent that such underlying shares are not issued due to their forfeiture, expiration, termination or otherwise. A total of 293,950 shares of Common stock, net of cancellations, and 326,623 shares of Class B common stock, had been awarded under the 2014 Plan as of December 31, 2016. As of December 31, 2016, 1,424,848 shares of common stock were reserved for future grants under the 2014 Plan. Options under the 2014 Plan vest over two to four years of service and have contractual terms of five years. Awards of non-vested The 2001 Plan expired during 2014; therefore, no additional options may be granted. There were 37,750 options to exercise common stock outstanding under the 2001 Plan at December 31, 2016. Options under the 2001 Plan vest over two to four years of service and have contractual terms of five years. The following is a summary of stock option activity under the 2014 Plan and the 2001 Plan as of and for the year ended December 31, 2016: Options Weighted- Weighted- (in years) Aggregate Options outstanding at December 31, 2015 257,334 $ 102.96 Granted 107,000 140.41 Exercised (63,084 ) 71.18 Forfeited (7,000 ) 127.56 Options outstanding at December 31, 2016 294,250 $ 122.80 3.56 $ 7,451 Options exercisable at December 31, 2016 24,419 $ 109.81 2.92 $ 935 The following is a summary of non-vested Shares Weighted- Non-vested 2,819,196 $ 49.99 Granted 183,144 130.01 Vested (77,450 ) 63.26 Forfeited (26,000 ) 112.79 Non-vested 2,898,890 $ 54.13 The weighted-average grant date fair value of non-vested non-vested During 2016, 30,413 shares of Common and Class B common stock with an aggregate fair market value of $3,967 were withheld as payment in lieu of cash to satisfy tax withholding obligations in connection with the vesting of restricted stock. During 2015, 7,206 shares of Common stock with an aggregate fair market value of $889 were withheld as payment in lieu of cash to satisfy tax withholding obligations in connection with the vesting of restricted stock. During 2014, 21,028 shares of Common stock with an aggregate fair market value of $2,125 were withheld as payment in lieu of cash to satisfy tax withholding obligations in connection with the vesting of restricted stock. These shares were retired upon delivery. Share-Based Compensation Fair Value Assumptions The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing valuation model based on the weighted-average assumptions noted in the table below. The fair value of each stock option award, which is subject to graded vesting, is expensed, net of estimated forfeitures, on a straight-line basis over the requisite service period for each separately vesting portion of the stock option. We use historical data to estimate stock option forfeitures. The expected term of stock option awards granted represents the period of time that stock option awards granted are expected to be outstanding and was calculated using the simplified method for plain vanilla options, which we believe provides a reasonable estimate of expected life based on our historical data. The risk-free rate for periods within the contractual life of the stock option award is based on the yield curve of a zero-coupon The following table presents the weighted-average assumptions used for stock options granted: Years Ended December 31, 2016 2015 2014 Expected term in years 4.25 4.25 4.25 Risk-free interest rate 1.24 % 1.25 % 1.35 % Expected volatility 18.65 % 20.96 % 22.07 % Expected dividend yield 2.54 % 2.29 % 1.69 % Grant date fair value $ 16.37 $ 17.17 $ 15.75 Exercise of Stock Options The total intrinsic value of stock options exercised during 2016, 2015 and 2014 was $4,490, $7,525 and $3,746, respectively. Cash received from the exercise of stock options during 2016, 2015 and 2014 was $4,447, $4,850 and $3,324, respectively. During 2016, 2015 and 2014, 348 shares of Common stock with an aggregate fair market value of $51, 26,006 shares of Class B common stock with an aggregate fair market value of $3,251 and 5,454 shares of Class B common stock with an aggregate fair market value of $490, respectively, were withheld as payment in lieu of cash for stock option exercises and related tax withholdings. These shares were retired upon delivery. Share-Based Compensation Expense The following table provides information on share-based compensation expense: Years Ended December 31, 2016 2015 2014 Stock options $ 1,149 $ 952 $ 801 Non-vested 11,170 11,644 10,672 Share-based compensation expense $ 12,319 $ 12,596 $ 11,473 At December 31, 2016, there was $2,096 of unrecognized pre-tax At December 31, 2016, there was $100,397 of unrecognized pre-tax non-vested non-vested non-vested Employee Stock Purchase Plan The Watsco, Inc. Fourth Amended and Restated 1996 Qualified Employee Stock Purchase Plan (the “ESPP”) provides for up to 1,500,000 shares of Common stock to be available for purchase by our full-time employees with at least 90 days of service. The ESPP allows participating employees to purchase shares of Common stock at a 5% discount to the fair market value at specified times. During 2016, 2015 and 2014, employees purchased 5,956, 6,463 and 6,995 shares of Common stock at an average price of $125.84, $112.53 and $90.89 per share, respectively. Cash dividends received by the ESPP were reinvested in Common stock and resulted in the issuance of 3,442, 3,183 and 2,953 additional shares during 2016, 2015 and 2014, respectively. We received net proceeds of $1,206, $1,107 and $921, respectively, during 2016, 2015 and 2014, for shares of our Common stock purchased under the ESPP. At December 31, 2016, 496,160 shares remained available for purchase under the ESPP. 401(k) Plan We have a profit sharing retirement plan for our employees that is qualified under Section 401(k) of the Internal Revenue Code. Annual matching contributions are made based on a percentage of eligible employee compensation deferrals. The contribution has historically been made with the issuance of Common stock to the plan on behalf of our employees. For the years ended December 31, 2016, 2015 and 2014, we issued 20,045, 18,343 and 18,309 shares of Common stock, respectively, to the plan, representing the Common stock discretionary matching contribution of $2,348, $1,963 and $1,759, respectively. |